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01.Code of Conduct

ITZ Cash Card Limited (“ICCL”) is committed to conducting its business in accordance with applicable laws, rules and regulations and setting the highest standards of business ethics and ethical conduct.

ICCL deems it appropriate to provide this Code, as guidelines for behavior and proper actions, so that all Directors and the employees are aware of the compliance standards expected by the Company and its shareholders.

In terms of this Code, all Directors and the employees of the Company are duty bound to make and enact informed decisions and policies in the best interest of the Company and its shareholders within the bounds of the authority conferred upon them.

This Code reflects the business practice and principles of behavior that support this commitment. The Board of Directors of the Company (“the Board”) is responsible for setting the standards of conduct contained in the Code and for updating these standards as appropriate to reflect legal and regulatory developments. The Code is intended to provide guidance and help in recognizing and dealing with ethical issues and to help foster a culture of honesty and accountability. Every Director and the employees is expected to read and understand this Code and its application to the performance of his or her duties, functions and responsibilities.

All Directors and the employees should familiarize themselves with the Code and must comply with it. Failure to act in compliance with the Code will result in appropriate disciplinary action against both the person committing the breach and others who condone it. The standards set out in the Code are general and do not address each and every situation that may confront a Director and the employees. In appropriate cases, guidance on the application of the Code to particular situations should be sought from the Board.

The Company appoints the Company Secretary to act as a Compliance Officer for the purposes of the Code, who will be available to Directors/The employees to answer questions and to help them comply with the Code. Complaints received by the Compliance Officer will be referred to the Chairman of the Audit Committee.

Applicability

a. This Code of Conduct is applicable to all the Members of the Board of Directors of the Company and the employees.

b. The principles enshrined in this Code, being general in nature, the Directors and the employees are requested to review the Company’s other applicable policies and procedures for more specific instructions. The Compliance Officer may be contacted for seeking any clarifications.

c. Certain provisions are not mandatory as the Company is not a listed company. These provisions are forward-looking in the current environment.

d. Interpretation:

In this Policy, unless the contrary intention appears:

The singular includes the plural and vice versa.

Any word or expression importing the masculine, feminine or neutral genders only shall be taken to include all three genders.

1. General Code of Conduct:

ICCL is committed to benefit the economic development of the country in which it operates. ICCL shall not undertake any project or activity to the detriment of the wider interests of the communities in which it operates. ICCL’s management practices and business conduct shall benefit the country, localities and communities served to the extent possible and affordable, and shall be in accordance with the laws and economic development policies of the government of the country.

ICCL shall prepare and maintain its accounts in true and fair manner inaccordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs. Internal accounting and audit procedures shall reflect business transactions of the company in true and fair manner and disposition of assets, and shall have internal controls to provide assurance to the Company’s Board and shareholders that the transactions are legitimate. All required information shall be accessible to company’s auditors and other authorized parties and government agencies. There shall be no wilful omissions of any transactions from the books and records, no advance income recognition and no hidden bank account and funds. Any wilful, material misrepresentation of and / or misinformation on the financial accounts and reports shall be regarded as a violation of the Code apart from inviting appropriate civil or criminal action under the relevant laws. No employee shall make, authorize or collude in an improper payment, commission or bribe.

ICCL shall fully support the development and operation of competitive open markets. Specifically, ICCL shall not engage in restrictive trade practices and activities that generate or support the formation of monopolies, dominant market positions, cartels and similar unfair trade practices. ICCL shall market its products and services on its own merits and shall not make unfair and misleading statements about competitors’ products and services.Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.

ICCL honors the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, ICCL shall be represented only by specifically authorized directors and employees. It will be the sole responsibility of these authorized representatives to disclose information on the Company.

The use of ICCL’s name, logos and trademark owned shall be governed by manuals, codes and agreements. No third party should use the logos, brand to further its interests without specific authorization from ICCL.

2. Rule of Compliance for the Directors / Members of the Board of the Company:

The Directors / Members of the Board shall make conscious effort to attend all Board/Committee meetings and in case he/she is unable to attend the meeting, he/she shall notify the same to the Chair. If it is apparent that, a member is likely to miss several Board meetings and therefore unable to fulfill his obligations, he should consider his/her continuation as member of the Board or shall consider appointing alternate Director. Before coming to the meeting, members are expected to read and understand the agenda papers and other relevant documents sent along with the notice of meeting and be prepared for the discussion. Members shall participate actively and constructively in the discussions of the Board and will follow the guidelines agreed on by the Board regarding how it will govern and conduct itself. Members can express their views, opinions, contrary opinions on matters under discussion or consideration by the Board. The Board may from time to time constitute various committees with specific Terms of Reference. Board nominated members of the Committee shall attend all such committee meetings and shall ensure that all the issues/matters under the terms of reference of the Committee are addressed within the prescribed time and format. Presently, Board has constituted following committees:

Audit Committee

Remuneration Committee

Active participation in the proceedings at the Board Meetings

The members shall participate actively in the proceedings at the Board Meetings of the Company and shall provide a visionary leadership and make positive contribution to the business and direction to the Organization, ensuring that the company is fulfilling its obligations to its stakeholders as well as its legal and regulatory requirements. If given any operational responsibility, the Directors shall, while participating in the business of the Company, act honestly, in good faith and in the best interests of the organization, his fellow-members and should exercise due care, diligence and skill of a reasonably prudent person under comparable circumstances. It shall be their duty to oversee the management of the affairs and business of the Company while allowing and maintaining independence of operating management.

Duty to review certain Reports/Compliances

The Board of Directors is required to review certain reports / compliance statements about the affairs of the Company at such intervals as may be prescribed from time to time. Following is the indicative list of such reports / compliance statements. The Board may add or modify the reports as they may feel appropriate to ensure statutory compliance and smooth and transparent operations of the Company.

Statutory Compliance Report under Companies Act, 1956 / 2013, if any

Quarterly and Annual Financial Statements along with necessary reports

Annual Operating Plans and Budgets

Remuneration policies for Executive and Non-Executive Directors and the employees

Implementation and review of Internal Codes including Code for Prevention of Insider Trading, Code of Conduct for the Board and the employees, Authorization Policy, etc.

Continuous Disclosures

Under Company law, listing agreements, and other applicable laws Directors are required to disclose certain information to the Company at regular intervals or as and when some development takes place in the previous disclosures made by the directors. A summary of such disclosure requirements are as under:

Disclosure of Interest in other Companies/Firms etc.The Board members will provide the Company Secretary, on appointment, at such intervals as may be prescribed, when requested by the Company Secretary and where significant changes occur in the interim, with details relating to his employment, other business interests and list of all companies/firms in which he is interested directly or through his relatives.

Disclosure of certain transactionsBoard members agree that where the Company has entered into any contractual arrangement with a company or body in which a member has declared interest, such support or arrangement shall be disclosed to the Board immediately and same shall be disclosed in the annual financial statements.

Disclosure of serious defaults by the Companies/ Firms where he has interestMembers of the Board shall ensure that any of the Company, where he is a Director is not in serious default such as default in repayment of loan to financial institutions, interest thereon, repayment of Fixed Deposits, non-filing of annual accounts, material breach of SEBI and other corporate laws, as may be applicable. Whenever, such situation arises, Directors shall get in touch with the Company Secretary for appropriate further action and shall inform the Board. On annual basis, a declaration in this regard in the prescribed format, as may be applicable, is to be submitted to the Company.

Disclosure of Shareholding and DirectorshipMembers of the Board shall disclose:

Details of beneficial shareholding in the Company and/or subsidiaries at the time of appointment and later when there is change therein to the extent applicable / covered under insider trading regulations

Particulars of directorship / committee membership in other companies at the time of appointment and yearly thereafter. Any change during the year shall be intimated to the Company and taken on record by the Board at its immediate next meeting.

3. Rule of Compliance for Directors and the employees towards Shareholders:

To perform their duties with utmost honesty and to make decisions in good faith and fairness for the maximum benefit of all shareholders of the Company.

Act with due care, competence and diligence in the best interests of the Company and its shareholders, without allowing their independent judgment to be affected.

Use any assets, of the Company, whether tangible or intangible, in a way that they shall not be depreciated or lost and not to appropriate any such assets for their personal use, unless approved by the Board or any other competent authority as per prevailing organization structure.

Perform their duties to the Company and its shareholders by always applying their knowledge and skills to the best of their abilities.

ICCL shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders’ rights. The Board of Directors of ICCL shall duly and fairly inform its shareholders about all relevant aspects of the Company’s business and disclose such information, in accordance with the respective regulations and agreements.

No Director or the employees of the Company shall derive benefits or assist others to derive benefits from the access to and possession of confidential information about the Company, which information therefore constitutes insider information. All Directors and the employees will comply with insider trading guidelines as issued by SEBI, as and when becomes applicable. No Director/the employees shall provide any insider information either formally or informally, to the press or any other publicity media, unless specifically authorized. Insider information shall include the following:

Acquisition and sale of business or business units.

Announcement of new product introductions or developments.

Financial information such as profits, earnings and dividends.

Asset revaluations

Investment decisions/plans

Restructuring plans

Major job work agreements

Raising finance

Any other price-sensitive information in respect of market price of the share of the Company, when listed on any recognized Stock Exchange

Any information where the Company has signed a Non-disclosure Agreement/s

4. Rule of Compliance for Directors and the employees towards its Employees:

To give fair remuneration to its Employees

To keep the working environment healthy, ergonomic and safe for the Employees

To strictly follow the laws and regulations which relates to the Employees

To treat Employees politely and with dueto his/her individuality and humanity

To give opportunity to the Employees to report illegal deeds within the organization

To promote and encourage Employees, including giving reward such as incentives based on merits, skills, knowledge and ability of the Employee

To give priority to the development of the knowledge and ability of the Employees by giving them equal opportunities and consider comments and suggestions of Employees based on their professional knowledge

To provide equal opportunities to all its Employees and all qualified applicants for employment without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality and disability.

To treat all the employees with dignity and in accordance with the policy to maintain a work environment free of sexual harassment, whether physical, verbal or psychological

To observe and to jointly create unity and harmony among Employees

An employee of ICCL shall in his / her private life be free to pursue an active role in civic or political affairs and cultural, educational or any other social activity as long as it does not adversely affect the business or interests of the Company or the Group

5. Rule of Compliance for Directors and the employees towards their Clients:

To provide good service to its clients.

To strictly follow the stipulated conditions agreed with the customers.

To find the ways to continuously increase the benefits for the clients and the organization.

To strictly maintain the client’s confidentiality and not to unjustly use the client’s, whether individual or corporate or both, secrets for their own interests or interests of their related parties.

In case any term of an agreement with the client cannot be fulfilled, to inform the client in advance in order to find mutually satisfactory solutions.

6. Rule of Compliance for Directors and the employees towards various Statutory Authorities:

The Company expects Directors and employees to provide prompt and accurate answers to enquiries by any Statutory Authority relating to its public disclosures. In order that the Company’s filings with all the Statutory Authorities are full, fair, accurate and timely, Directors and employees are expected to provide all the necessary information meeting the requirements.

7. Supremacy of Companies Act, 1956 / 2013:

In case of any conflict between any provisions of the Companies Act, 1956 / 2013 and any rules and regulations made thereunder and provisions of this Code, the provisions of the Companies Act, 1956 / 2013 and any rules and regulations made thereunder will prevail.

8. Amendment to this Code:

This Code may be amended, modified or waived only by the Company’s Board of Directors and must be publicly disclosed if required by any applicable law or regulation. As a general policy, the Board will not grant waivers to this Code.

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